UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of Earliest Event Reported):
January 10, 2008
MONRO MUFFLER BRAKE, INC.
(Exact name of registrant as specified in its charter)
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| New York
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0-19357 |
16-0838627 |
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| (State of Incorporation)
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| 200 Holleder Parkway, Rochester, New York
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14615 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code
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(585) 647-6400 |
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Agreement
On January 10, 2008, the Company entered into Employment Agreements with its Executive Vice
President and Chief Administrative Officer, John W. Van Heel and its Executive Vice President-Store
Operations, Joseph Tomarchio Jr. On January 11, 2008, the Company entered into an Employment
Agreement with Executive Vice President and Chief Financial Officer, Catherine D’Amico. All three
Agreements became effective on January 1, 2008 and have a three-year term.
Under the Agreements, Messrs. Van Heel and Tomarchio and Ms. D’Amico (i) will be paid a base
salary of $250,000, $360,000 and $218,000, respectively; (ii) will be eligible to earn a target
bonus, pursuant to the terms of the Company’s bonus plan, equal to up to 87.5% of the executive’s
base salary upon the achievement of certain predetermined corporate objectives and (iii) will
participate in the Company’s other incentive and welfare and benefit plans made available to
executives. Also, under the Agreements, as of April 1, 2008, the annual base salary for Messrs.
Van Heel and Tomarchio and Ms. D’Amico will increase to $280,000, $380,000 and $230,000,
respectively.
In addition, upon termination of her Agreement other than for Cause or without Good Reason
(both as defined in the Agreement), Ms. D’Amico will be eligible to participate in the
fully-insured group health plan then-offered by the Company. This benefit will continue until the
earliest to occur of certain events, including: (i) Ms. D’Amico reaches sixty-five years of age;
(ii) she otherwise becomes eligible to participate in another
group health plan or (iii) the Company no longer offers a
fully-insured group health plan. She will receive this benefit
to the extent the Company incurs no additional cost as a result of her participation in the plan.
Therefore, Ms. D’Amico will pay the full premium cost for
such coverage, as well as the incremental cost (if any) to the
Company’s health plan caused by her inclusion.
Finally, each executive is entitled to certain payments upon death, disability, a termination
without Cause (as defined therein), a resignation by the executive for Good Reason (as defined
therein) or a termination in the event of a Change in Control of the Company (as defined therein),
all as set forth in detail in the Agreement.
Also, on January 10, 2008 and in consideration of the executives’ execution of the Agreements,
the Company’s Compensation Committee awarded to Messrs. Van Heel and Tomarchio an option to
purchase 75,000 and 40,000 shares of Common Stock, respectively, at an exercise price of $18.17
per share (the closing price of the Company’s stock on the date of the award), pursuant to the
Company’s 2007 Stock Incentive Plan. On January 11, 2008 and in consideration of Ms. D’Amico’s
execution of the Agreement, the Company’s Compensation Committee awarded to her an option to
purchase 30,000 shares of Common Stock at an exercise price of
$17.53 per share (the closing price of the Company’s stock on
the date of the award), pursuant to the
Company’s 2007 Stock Incentive Plan.
A copy of the Company’s Employment Agreements with Messrs. Tomarchio and Van Heel and Ms.
D’Amico are attached to this Current Report as Exhibits 99.1,
99.2 and 99.3, respectively, and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
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(a) |
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Not Applicable |
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(b) |
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Not Applicable |